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Leifras (NASDAQ: LFS) shifts audits to support potential Tokyo dual listing

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

LEIFRAS Co., Ltd. (LFS) reported a planned change of independent auditor. The audit and supervisory committee and board of directors resolved not to renew WWC, P.C. as auditor, with the dismissal to become effective after WWC completes its review of the condensed consolidated financial statements for the third quarter of the fiscal year ending December 31, 2026. LEIFRAS approved the engagement of Forvis Mazars Japan Audit LLC as its new independent registered public accounting firm beginning with the audit of the fiscal year ending December 31, 2026. WWC’s reports for the fiscal years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications, and the company states there were no disagreements or other reportable events with WWC beyond three previously disclosed material weaknesses in internal control over financial reporting related to U.S. GAAP expertise, formalized reporting controls for complex transactions, and information technology controls.

Positive

  • Clean prior audit opinions and no disagreements with outgoing auditor: WWC’s reports for fiscal years ended December 31, 2025 and 2024 had no adverse or qualified opinions, and LEIFRAS reports no disagreements or reportable events with WWC aside from already disclosed internal control weaknesses.
  • Move to a unified global audit framework: Appointing Forvis Mazars Japan Audit LLC consolidates Japan and U.S. audits within one global firm, which LEIFRAS states is intended to improve governance, streamline compliance, enhance reporting consistency, and support a potential dual listing on the Tokyo Stock Exchange.

Negative

  • Three material weaknesses in internal control over financial reporting: LEIFRAS discloses weaknesses in U.S. GAAP-qualified accounting personnel, formalized controls for complex transactions, and IT-related controls over segregation of duties, access, third-party management, and change management in systems supporting financial reporting.
Fiscal year end December 31, 2026 First full fiscal year for which Forvis Mazars will serve as auditor
Prior audited fiscal years by WWC 2 fiscal years (2025 and 2024) WWC issued unmodified opinions for these fiscal years
Number of disclosed material weaknesses 3 material weaknesses Internal control weaknesses reported under Item 15 of Form 20-F for year ended December 31, 2025
Committee approval date July 13, 2026 Audit and supervisory committee approved change in auditor
Board approval date August 14, 2026 Board of directors approved the appointment of Forvis Mazars
Press release date August 25, 2026 Date LEIFRAS announced the appointment of Forvis Mazars
independent registered public accounting firm regulatory
"approved the engagement of Forvis Mazars Japan Audit LLC as the auditor, an independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
material weaknesses financial
"other than the following material weaknesses of the Company reported by management"
Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.
reportable events regulatory
"there were no “reportable events” as that term is described in Item 16F(a)(1)(v)"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
Public Company Accounting Oversight Board regulatory
"audit conducted in accordance with the standards of the Public Company Accounting Oversight Board"
An independent oversight body that inspects and sets rules for the firms that audit public companies’ financial statements, ensuring those audits are thorough and trustworthy. Like a building inspector checking that a structure is safe, it helps investors rely on reported profits and debts by reducing the chance of sloppy or fraudulent audits; stronger oversight can raise investor confidence and affect how the market values a company.
dual listing financial
"supporting its previously announced potential dual listing on the Tokyo Stock Exchange"
A dual listing is when a company makes the same shares available on two different stock exchanges, often in different countries, so investors can buy and sell the same ownership stake in more than one market—like a shop opening branches in two cities that sell the same product. It matters to investors because it can widen the pool of buyers, make shares easier to trade, expose the stock to different currencies and rules, and create price differences or arbitrage opportunities that affect returns and risk.
internal controls over financial reporting financial
"a lack of effective internal controls over certain aspects of information technology environments"
Internal controls over financial reporting are the policies, procedures and checks a company uses to make sure its accounting and financial statements are accurate, complete and free from significant error or fraud. They matter to investors because strong controls lower the risk of misleading results or surprise restatements—think of them as a quality checkpoint on a factory line that helps prevent costly defects that could damage a company’s value and reputation.

FAQ

What auditor change did LEIFRAS Co., Ltd. (LFS) announce?
LEIFRAS resolved to discontinue WWC, P.C. as its auditor after completion of the third-quarter 2026 review and appointed Forvis Mazars Japan Audit LLC as its new independent registered public accounting firm starting with the audit for the fiscal year ending December 31, 2026.

Were there any disagreements between LEIFRAS (LFS) and outgoing auditor WWC?
LEIFRAS states that during the two most recent fiscal years and the subsequent interim period, there were no disagreements with WWC on accounting principles, financial statement disclosure, or audit scope or procedures that would have required reference in WWC’s reports.

Did WWC issue any adverse or qualified opinions on LEIFRAS (LFS) financial statements?
WWC’s reports on LEIFRAS’s financial statements for fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

What material weaknesses in internal controls has LEIFRAS (LFS) disclosed?
LEIFRAS reports three material weaknesses: insufficient U.S. GAAP-experienced accounting personnel, lack of formalized financial reporting controls for complex transactions, and ineffective IT controls over duties segregation, user access, third-party management, and change management in systems supporting financial reporting.

Why did LEIFRAS (LFS) select Forvis Mazars as its new auditor?
LEIFRAS cites Forvis Mazars’ global audit capabilities, international network, experience with listed companies, and ability to coordinate audits across jurisdictions. The company expects stronger governance, more efficient compliance, and support for its potential dual listing on the Tokyo Stock Exchange.

Has LEIFRAS (LFS) previously consulted Forvis Mazars on accounting or audit issues?
LEIFRAS states that during the two most recent fiscal years, neither it nor anyone on its behalf consulted Forvis Mazars on specific accounting treatments, potential audit opinions, disagreements, or reportable events as defined under Item 16F of Form 20-F.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 6-K: How Foreign Companies Report to the SEC →

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16

UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2026

 

Commission File Number: 001-42877

 

LEIFRAS Co., Ltd.

(Translation of registrant’s name into English)

 

Ebisu Garden Place Tower Floor 20
4-20-3, Ebisu, Shibuya-ku
Tokyo, Japan
+81-3-6451-1341

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒   Form 40-F ☐

 

 

 

 

 

 

Changes in Registrant’s Certifying Accountant

 

On July 13, 2026 and August 14, 2026, respectively, the audit and supervisory committee of the board of directors and the board of directors of LEIFRAS Co., Ltd. (the “Company”) resolved not to renew or negotiate new terms for continued engagement with WWC, P.C. (“WWC”), the Company’s auditor, which dismissal will become effective immediately following WWC’s completion of its review of the Company’s condensed consolidated financial statements for the third quarter of the fiscal year ending December 31, 2026, and approved the engagement of Forvis Mazars Japan Audit LLC (“Forvis Mazars”), an independent registered public accounting firm, to serve as the auditor of the Company, effective beginning with the audit of the Company’s consolidated financial statements for the fiscal year ending December 31, 2026. Upon completion of WWC’s services, the Company will file an amendment to this Report of Foreign Private Issuer on Form 6-K with the specific date of dismissal and an update to the disclosures required by Item 16F(a)(2) of Form 20-F through that date.

 

WWC’s report on the Company’s financial statements for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. Furthermore, during the Company’s two most recent fiscal years and through the subsequent interim period through the date of this Report of Foreign Private Issuer on Form 6-K, there were no disagreements with WWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to WWC’s satisfaction, would have caused WWC to make reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements for such periods. During the Company’s two most recent fiscal years and through the subsequent interim period through the date of this Report of Foreign Private Issuer on Form 6-K, there were no “reportable events” as that term is described in Item 16F(a)(1)(v) of Form 20-F, other than the following material weaknesses of the Company reported by management under Item 15 of the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 8, 2026: (i) a lack of sufficient accounting personnel with appropriate knowledge and experience of U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and reporting requirements set forth by the SEC to properly prepare and review the consolidated financial statements in accordance with U.S. GAAP; (ii) a lack of formalized financial reporting controls and procedures to properly address complex or unusual transactions and related accounting issues on a timely basis; and (iii) a lack of effective internal controls over certain aspects of information technology environments including segregation of duties, user access, third-party service provider management, and change management within information technology systems that support the financial reporting process.

 

The Company has provided WWC with a copy of the above disclosure and requested that WWC furnish a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of WWC’s letter is filed hereto as Exhibit 16.1.

 

During the two most recent fiscal years through the date of this Report of Foreign Private Issuer on Form 6-K, neither the Company, nor someone on behalf of the Company, has consulted Forvis Mazars regarding either the application of accounting principles to a specified transaction, whether completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements. Neither a written report was provided to the Company nor was any oral advice provided that Forvis Mazars concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue. Additionally, neither the Company, nor anyone on behalf of it, has consulted Forvis Mazars regarding any matter that was the subject of a disagreement as defined in Item 16F(a)(1)(iv) of Form 20-F and related instructions to Item 16F of Form 20-F, or any reportable events as described in Item 16F(a)(1)(v) of Form 20-F. 

 

The Company issued a press release on August 25, 2026, announcing the change of auditor. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Exhibit Index

 

Exhibit Number   Exhibit
16.1   Letter, dated August 25, 2026, from WWC, P.C. addressed to the U.S. Securities and Exchange Commission
99.1   Press Release dated August 25, 2026

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  LEIFRAS Co., Ltd.
     
Date: August 25, 2026 By: /s/ Kiyotaka Ito
  Name:  Kiyotaka Ito
  Title: Representative Director and Chief Executive Officer

 

2

 

Exhibit 99.1

 

LEIFRAS Co., Ltd. Appoints Forvis Mazars as Its Independent Registered Public Accounting Firm

 

Appointment Supports a Unified Japan-U.S. Audit Framework, Enhancing Governance, Operational Efficiency and Long-Term Capital Markets Readiness

 

TOKYO, Aug. 25, 2026 /PRNewswire/ – LEIFRAS Co., Ltd. (Nasdaq: LFS) (the “Company” or “Leifras”), a sports and social business company dedicated to youth sports and community engagement and Japan’s leading operator of children’s sports schools and school club activity support businesses, today announced that its audit and supervisory committee and board of directors, at meetings held on July 13, 2026 and August 14, 2026, respectively, approved the appointment of Forvis Mazars Japan Audit LLC (“Forvis Mazars”) as its new independent registered public accounting firm, to be effective following completion of review of the Company’s financial information for the third quarter of the fiscal year ending December 31, 2026 by the Company’s current independent registered public accounting firm. The appointment marks the commencement of a phased transition toward a unified audit framework across Japan and the United States, strengthening the Company’s corporate governance and operational efficiency while supporting its previously announced potential dual listing on the Tokyo Stock Exchange.

 

Leifras has historically engaged two separate audit firms for its audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) in the United States and its statutory audit under the Companies Act of Japan. By consolidating its audit activities within a single global audit organization, Leifras expects to strengthen governance oversight, streamline regulatory compliance, improve audit coordination, and enhance the consistency and efficiency of its financial reporting processes.

 

Forvis Mazars is selected following a comprehensive evaluation of its global audit capabilities, international network, extensive experience serving publicly listed companies, and ability to provide coordinated audit services across multiple jurisdictions. The Company believes that Forvis Mazars’ combination of PCAOB expertise and strong understanding of Japan’s regulatory environment positions the firm well to support Leifras’ continued growth as a public company.

 

By streamlining audit procedures, Leifras believes the transition will also optimize audit-related costs over the medium to long term. The Company intends to reinvest the cost savings generated through the transition to further improve corporate governance, strengthening its accounting infrastructure and governance capabilities.

 

Looking ahead, Leifras plans to continue enhancing its governance infrastructure and financial reporting processes in accordance with international best practices. The Company remains committed to delivering sustainable growth while reinforcing the confidence of shareholders, customers, employees, regulators, and local communities it serves.

 

 

 

 

About LEIFRAS Co., Ltd.

 

Headquartered in Tokyo, Leifras is a sports and social business company dedicated to youth sports and community engagement. The Company primarily provides services related to the organization and operations of sports schools and sports events for children. As of December 31, 2025, Leifras was recognized as one of Japan’s largest operators of children’s sports schools in terms of both membership and facilities by Tokyo Shoko Research. The Company’s approach to sports education emphasizes the development of non-cognitive skills, following the teaching principle “acknowledge, praise, encourage, and motivate.” The holistic approach that integrates physical and mental development sets Leifras apart in the industry. Building upon deep experience and know-how in sports education, Leifras also operates a robust social business sector, dispatching sports coaches to meet various community needs with the aim to promote physical health, social inclusion, and community well-being across different demographics.

 

For more information, please visit the Company’s website: https://ir.leifras.co.jp/.

 

Forward-Looking Statements

 

Certain statements in this press release are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may,” or other similar expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. These statements are subject to uncertainties and risks, including, but not limited to, the uncertainties related to market conditions, and other factors discussed in the “Risk Factors” section of the annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”). Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the annual report and other filings with the SEC. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov.

 

For more information, please contact:

 

LEIFRAS Co., Ltd.

Investor Relations Department

Email: IR@leifras.co.jp

 

Ascent Investor Relations LLC

 

Tina Xiao

Phone: +1-646-932-7242

Email: investors@ascent-ir.com

 

 

Source: View Original Filing on SEC EDGAR

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